bluebird bio Amends Merger Agreement with Carlyle and SK Capital
Deal News | May 14, 2025 | The Carlyle Group
bluebird bio, Inc., along with Carlyle Group and SK Capital, has announced an amendment to their merger agreement. Bluebird bio stockholders now have the option to receive $3.00 per share plus a contingent value right (CVR) of $6.84 per share, subject to achieving a net sales milestone, or $5.00 per share in cash without the CVR. This amendment offers stockholders immediate higher cash consideration or the potential for future financial benefits, depending on their preference. The board of directors at bluebird has urged stockholders to support the offer, citing it as the only viable option amid financial uncertainties, including potential loan agreement defaults with Hercules Capital. As of May 13, 2025, over 2.28 million shares have been validly tendered. Regulatory approvals have been secured, and the amended tender offer expires on May 29, 2025.
Sectors
- Gene Therapy
- Private Equity
Geography
- United States – The companies involved, such as bluebird bio, Carlyle, and SK Capital, are based in the United States.
Industry
- Gene Therapy – Bluebird bio specializes in gene therapy, making this industry central to their business operations.
- Private Equity – Carlyle and SK Capital are private equity firms involved in the acquisition of bluebird bio.
Financials
- $3.00 per share plus a CVR of $6.84 per share or $5.00 per share – Options provided to stockholders for tendering their shares under the amended merger agreement.
- $453 billion – Assets under management by Carlyle as of March 31, 2025.
- $9 billion – SK Capital's assets under management.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| bluebird bio, Inc. | Target Company | Company | A company specializing in gene therapy with FDA-approved therapies. |
| The Carlyle Group | Bidding Company | Company | A global investment firm with significant assets under management, engaging in this acquisition deal. |
| SK Capital Partners, LP | Bidding Company | Company | A private investment firm focusing on life sciences and specialty materials, participating in this acquisition. |
| Hercules Capital | Lender | Company | Holds loan agreements with bluebird bio that could be defaulted on if the merger does not proceed. |
| Equiniti Trust Company, LLC | Depositary | Company | Responsible for managing shares tendered in the merger offer. |
| Innisfree M&A Incorporated | Information Agent | Company | Assisting stockholders in the tender process for the merger. |